Board of Directors Joining your - Coastal Financial Credit Union

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Joining your
   Board of Directors

2021
Joining your Board of Directors

Dear Prospective Board Candidate:

Thank you for your interest in becoming a director of Coastal Financial Credit Union. After the Call for
Nominations, voting takes place in our branches for a specific period, as well as briefly during our
Annual General Meeting (AGM). The election process is finalized at our AGM which will be held virtually
on April 15, 2021. Detail regarding the AGM will be advertised well in advance.

This booklet provides information about the nomination process, board candidate eligibility and qualification
criteria, and general information about Coastal Financial Credit Union. More information on Coastal Financial
Credit Union is available at www.coastalfinancial.ca.

To assist those who are interested in considering candidacy, the Board appoints a Nominations Committee
each year. The Committee's role is to ensure the members are fully informed of the elections and the
process, to recruit qualified candidates, and to bring forward enough candidates to ensure that an
election takes place.

If you have any questions about the enclosed information, you may contact me by leaving a message at the
Administration Office of Coastal Financial Credit Union at 902-742-7322. I will get back to you as soon as
possible.

Yours truly,

Ray Doucette
Chair, Nominations Committee

Committee consists of:
Ray Doucette
Patrick Dempsey
Joanne Wallace
Yvon Boudreau
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       Important information for Board Candidates in the 2021 election

                                                                                    DATE

Candidates must be available and must attend the AGM                   April 15, 2021

Deadline to submit the Official Nomination Form and other              March 5, 2021
required material

Nominations Committee approves nominees                                March 9, 2021

Candidates must provide a photo to be used in their                    March 10, 2021
biography – if there will be an election

The list of candidates is posted on Coastal Financial Credit Union’s   March 10, 2021
website and in the branches. (this includes each candidate’s
photograph and printed biography)

In branch voting begins                                                March 15, 2021

In branch voting ends                                                  April 13, 2021

Annual General Meeting                                                 April 15, 2021

Positions available:
This year, members will be electing candidates to fill FOUR three-year terms.

Board Structure:
The Board currently has six standing committees:
   • Executive
   • Policy
   • Credit
   • Audit
   • Nominations
   • Co-operative Social Responsibility
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                                           Time Commitment
Below is an estimate of the amount of time necessary to fulfill your role as a Director. Each director is expected
to prepare for and attend Board meetings and to sit on at least two of the Board Committees. Board members
are also expected to attend annual Strategic Planning Sessions as well as participate in required and ongoing
education (IE: The Credit Union Director Achievement Program (CUDA), as well as various government
required courses.)

                  Item                                         Minimum Estimated Time
                                                                 (not including travel)
Board Meeting                                Board meetings can last between 2 and 4 hours
                                             per meeting. They take place in the evening. There
                                             are 6 regular board meetings per year, as well
                                             there can be up to 3 special board meetings per
                                             year. The meetings are held in the Administration Office
                                             Boardroom in Yarmouth, or via an electronic
                                             meeting format.
Read Board package                           2-4 hours prior to the meeting

Committee meetings                           Committee meetings can be held in the day or
                                             evenings and they can last between 1 and 3 hours
                                             approximately.
Read Committee package                       2-4 hours prior to the meeting

Board planning sessions                      Fall/Winter: 1 weekend per year, often starting
                                             Friday evening and all-day Saturday.

Electronic meetings                          E-meetings: Number varies, 1 to 3 per year or more. Monitoring
                                             of emails is required three times a week at the very
                                             minimum, but preferably more frequently.
Training and development                     Directors are required by legislative law to attend education/
                                             training sessions. This may involve several full weekends, online
                                             webinars, or self-study courses, depending on the complexity of
                                             the material. Certain required courses are to be completed within
                                             the first 6,18,or36monthsof service. All director training expenses
                                             are compensated by the credit union.

                                              Remuneration
Directors receive various levels of remuneration depending on the situation (IE: $75 for an evening or
Board meeting, $100 for a half day meeting (4hrs), and $200 for a full day). These payments are taxable as
personal income.
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                                             Director Qualifications
1. Eligibility of a Director
In order to be eligible to serve as a Director of Coastal Financial Credit Union, the individual must be a
Canadian citizen, nineteen years of age. As set out in the Credit Union Act and the by-laws of the credit union,
the following persons are not eligible;

    a) an un-discharged bankrupt,
    b) a current employee of the credit union, or anyone who, in the past two years, has been an employee
       of the credit union, an employee of a member of the Atlantic Central, Atlantic Central, Canadian Credit
       Union Association (CCUA) or the Nova Scotia Credit Union Deposit Insurance Corporation,
    c) an auditor, or a partner of the auditor’s firm, of the credit union,
    d) a solicitor, or a partner inthesolicitor’s firm, of the credit union, or Atlantic Central,
    e) a civil servant whose official duties are concerned with the affairs of the credit unions,
    f) a person who is in arrears for more than 90 (ninety) days under a debt obligation to a credit union within the past year,
    g) a person who is in breach of any policy of the credit union,
    h) a person who fails to attend three Board meetings within a 12 (twelve) month period, without
       cause satisfactory to the other members of the Board of Directors.
    i) any individual who has been a member with a fully paid share account for less than one year from the
       date of the call for nominations.

In addition to above eligibility criteria, the following conditions shall apply:

    a) must be eligible for bonding,
    b) must not have loans in arrears with other credit unions or other financial organizations, and must not
       have loans with the credit union that are irregular in nature,
    c) must not be involved in any legal action or dispute with the credit union,
    d) must not have been involved in an ownership capacity with any group or organization that caused
       losses to the credit union through write-offs, collection costs, legal costs, etc.,
    e) must not be a board member of any other financial institution except as a representative of the credit
       union,
    f) must be able to attend regular Board meetings as per the credit union by-laws and Board policy,
    g) must be prepared to conduct a significant portion of their business with the credit union in order to
       demonstrate confidence in the credit union,
    h) must be able and willing to attend training sessions,
    I) must be willing to accept, understand and defend policies established by the Board of Directors,
    j) must be prepared to promote the credit union and the credit union movement at each opportunity
       by action and example.
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2. Tenure
Members of the Board of Directors shall be elected for terms of three years. A Director is eligible for
re-election.

3. Resignations, Removals and Suspensions of a Director
    a) A resignation of a Director becomes effective at the time a written resignation is received by the credit
       union or at a time specified in the resignation, whichever is later.

    b) A Director may be removed from the Board if he/she did not disclose information as outlined by credit
       union policy and the Credit Union Act prior to coming on the Board or is in contravention of any of the
       other conditions outlined in the policy section “Qualifications of Directors”.

    c) The Board of Directors may, by a vote of not less than seventy-five percent, suspend another Director
       if, in their opinion, a breach of policy by the suspended Director does not justify immediate removal.
       The suspension may be lifted if the voting Directors elect, by a similar majority, that the breach has
       been resolved.

    d) A Director may be removed from office by ordinary resolution at a special general meeting of the
       membership called for that purpose.

    e) A Director and/or Directors may be suspended by the Superintendent if the business of the credit
       union is not being carried on in accordance to the Act, the Regulations or the by-laws of the credit
       union or if the member equity requires protection.

                     “Human service really is the only reason for the
                     existence of our credit unions.”
                                                   ~ Charles F. Eikel, Jr.
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                                          Duties of a Director
Board Accountability
The following describes the accountability areas for the Board:

   1. Membership - the Board has and must adhere to the fiduciary duties and duties of care established by
      legislation and common law. To fulfill these fiduciary duties, Directors must act with loyalty and good
      faith for the benefit of the credit union.
   2. Board Functioning - The Directors organize the Board which includes electing officers, establishing
      committees, recruiting qualified candidates to fill Board vacancies, evaluating Board performance,
      maintaining Board discipline, orienting new Directors and setting training and development plans.
   3. Personnel - the Board carries out certain human resource functions, which include selecting and
      appointing a Chief Executive Officer (CEO) with the skills necessary to manage the operations of the
      credit union, establishing objectives, evaluating performance, supporting personal development and
      establishing Management compensation.
   4. Community - the Board has a responsibility to the community which includes establishing corporate
      standards that are compatible with the values and social beliefs of the people in the market area.
   5. Financial Resources - the Board is responsible for the financial resources of the credit union, which
      includes establishing adequate financial policies and regularly monitoring financial results and
      operations for soundness and stability by analyzing critical areas, such as equity, liquidity, profitability,
      growth, asset and liability matching, risk exposure and operating expenses. The Board should review
      and update policies at least annually to ensure they are current with CUDIC’s Standards of Sound
      Business and Financial Practice requirements.
   6. Operations - The Board is responsible for the sound management of the credit union. To accomplish
      this, the Board must ensure the credit union has adequate and effective internal controls. Inspection
      and audit functions should be in place to assess the adherence to policy and procedures. The Board is
      also responsible for reviewing and ensuring the implementation of recommendations from regulators
      and auditors.
   7. Planning - the Board must set the direction of the credit union through a planning process. This
      involves forming the vision, mission, objectives and policies, and approving related business plans and
      budgets.
   8. Credit Union System - the Board maintains co-operative relationships in order to represent the credit
      union in the development of the credit union and the wider co-operative system.
   9. Legislation - the Board has a legislative responsibility to develop policy to ensure that the credit union
      is complying with all applicable laws and by-laws governing credit unions and making representation
      for change in these laws as required.
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                                   Duties of a Director (cont’d)
Powers and Duties of the Board
This list of specific powers and duties of the Board is based on the requirements of the Act, CUDIC’s Standards
of Sound Business and Financial Practices, and common law duties.

Subject to the Act and the credit union’s charter by-laws, the Board must direct the management of the
business and affairs of the credit union and exercise the powers of the credit union directly or indirectly
through the employees and agents of the credit union, including without limitation:

    1. Approving all applications for membership or associate status and authorize termination of
       membership. The Board may delegate to Management the authority to approve applications for
       membership or associate status, but those applications must be ratified by the Board no later than its
       next scheduled meeting.
    2. Establishing the manner in which interest rates on loans and deposits are determined.
    3. Declaring such dividends and patronage refunds as the members may authorize at an annual meeting.
    4. Appointing an audit committee and any other committees as necessary and delegating appropriate
       levels of authority to these committees.
    5. Approving a loan policy for the credit union.
    6. Approving an investment policy and authorize investments on behalf of the credit union.
    7. Approving all other policies deemed necessary for the effective operation of the credit union.
    8. Ensure effective internal control processes are in place for the credit union.
    9. Oversee the risk management program of the credit union.
    10. Ensuring the credit union maintains adequate insurance and bond coverage.
    11. Authorizing the write-off of non-collectable loans.
    12. Appointing signing authorities for the credit union according to the credit union’s by-laws or by
        resolution of the Directors.
    13. Electing or appointing officers of the credit union.
    14. Hiring, monitoring performance of, and determining compensation for the CEO.
    15. Appointing delegates and alternate delegates as required by Atlantic Central’s By-laws and the policies
        of the credit union.
    16. Performing other such duties as may be required by the Act and the credit union’s by-laws and
        ensuring the effective and efficient management of the credit union.
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                                  Background on Credit Unions
A credit union is a co-operative enterprise that serves and is controlled by its Members. The Members have
equal rights to vote (one Member, one vote) and participate in decisions affecting the credit union without
regard to the amount of savings, deposits or the volume of business. Credit unions are non-discriminatory
in relation to race, nationality, sex, sexual orientation, religion or politics. This democratic structure ensures
that the business is run for the benefit of the Members and not for the profit of outside investors. In the early
1900s, average working Canadians had little access to the banks. Credit unions, organized locally according to
co-operative models, were born in this country as a result. The first financial co-operative was created in Levis,
Quebec in 1900 when 80 people banded together as a caisse populaire. Coastal Financial Credit Union began
in 1937 when the Yarmouth Coronation Credit Union (now the Yarmouth Branch of CFCU) opened its doors.
Today, the international credit union system is comprised of 86,055 institutions in 118 Countries with just
over 291 million households. (https://www.woccu.org/our_network/global_reach)

Our Mission Statement:
Coastal Financial Credit Union is your financial co-operative that promotes and enhances the economic and
social well-being of the communities it serves.

Our Vision Statement:
We are the leader in promoting the creation of a co-operative culture in southwest Nova Scotia.

The Co-operative Ethics, Values and Principles by which we are guided:
Ethics: Honesty, Openness, Social Responsibility, Caring for Others
Values: Self-help, Self-responsibility, Democracy, Equality, Equity, Solidarity

Principles:
    1. Voluntary and open membership
    2. Democratic member control
    3. Member economic participation (through member shares)
    4. Autonomy and independence (self-help organizations controlled by members)
    5. Education, training and information (for Members, Staff and Directors)
    6. Co-operation among co-operatives (working together locally, regionally, nationally and internationally)
    7. Concern for community
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The International Credit Union Principles* by which we are guided:

Operating Principles                                    Consumer Protection Principles

Democratic Structure                                    Disclosures of Rates and Fees
Open and Voluntary Membership                           Periodic Statements
Democratic Control                                      Honest and Non-deceptive Promotions
Non-Discrimination                                      Fair Credit Practices
                                                        Dignified Collection Practices
Service to Members                                      Consent to Share Information
Distribution to Members                                 Dispute Resolution Services
Building Financial Stability                            Education about Thrift and Wise use of Credit
Service to Members                                      Fair and Forthright Conversions

Social Goals                                            Governance Principles
On-going Education                                      External Governance
Co-operation among Co-operatives                        Internal Governance
Social Responsibility                                   Individual Governance

*These can be found in further detail at https://www.woccu.org/about/internationaloperatingprinciples
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                             About Coastal Financial Credit Union
Coastal Financial Credit Union has a long history of working co-operatively with our members, our
communities and other credit unions in our area. In 1994, the GAP Credit Union in Argyle, the West Pubnico
Credit Union, and L’Aurore Credit Union in East Pubnico amalgamated to form Coastal Credit Union.
Recognizing the benefits of working together for the good of everyone, in 2001 Coastal Credit Union
amalgamated with Yarmouth Credit Union, Wedgeport Credit Union and Ste Anne’s Credit Union in Tusket to
become Coastal Financial Credit Union.

Today as a full-service financial institution, Coastal Financial Credit Union has approximately 7500 members
and just over $200,000,000 in assets. Our 49 professionally trained, knowledgeable employees provide
personal service and attention to members from 5 service locations in Nova Scotia. We serve our members at
branches in West Pubnico, Wedgeport, Yarmouth, Tusket, and Barrington Passage.

Our complete, attractive package of products and services allows us to meet our members’ everyday banking
requirements as well as assist them in planning for their future security. We offer loans, mortgages, chequing,
Mastercard and Visa products, RRSPs, RESPs, Internet Banking, Mobile App Banking, market-driven
investments, retirement planning and much more. In our 80+ year history, Coastal Financial Credit Union
has grown to offer all the services a member requires through innovation and response to members’
needs.

                                   About the Board of Directors
Directors are members of the Credit Union System who have been democratically chosen by their fellow
members to carry out a special job: to oversee the operation of the credit union.

A definition of the Board of Directors might be expressed as “a group of people, elected by the credit
union membership to administer the affairs of their organization over a period of time; i.e. between annual
meetings”. The word “group” requires some emphasis as the success or failure of any Board depends to a
large extent on how well it operates as a team. Directors have authority only as a group and not as individuals.
A Director, as part of this group, is responsible for reinforcing co-operation through his/her actions and
attitudes and must remember that personal feelings and ideas will be accepted, rejected or modified by
group decision. It is the success of this group action which determines how well the credit union will serve its
members now and in the future.

The dedication of the Directors to their job is the most important factor there is in the credit union reaching
three important goals:

    1. Providing the best possible service to members.
    2. Serving as many of its potential members as possible.
    3. Supporting the communities in which it operates.
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                                                  Integrity
“The Board of Directors, as the internal governing body, must exhibit high ethical standards in all personal
and professional interactions. In order to ensure that the ethical standards are met the credit union provides a
standardized code of conduct clearly explaining proper and improper behavior. This written code of conduct
provides strict boundaries for directors and employees, thereby preventing possible violations due to a lack of
clarity.

Credit unions must take all necessary measures to avoid conflict of interest. In particular the Board of Directors
should not use their position on the board to benefit personally. To accomplish this ethical consideration,
Board members must excuse themselves from discussions and voting on matters in which they or their
relations have economic interest.

Furthermore, immediate family members or those who have close relationships to any of the Board of
Directors or staff should not serve on the board or in management concurrently. A familial or close preexisting
bond provides numerous opportunities for wrongdoing, such as collusion on votes and opens the credit union
to charges of nepotism. No matter how qualified or impartial the directors may be, the reputation of the credit
union cannot be risked.”

~From the World Council of Credit Unions “Credit Union Governance”
http://www.woccu.org/bestpractices/governance
Additional Information

If you are considering becoming a director, or if you would like more information on the
qualifications, roles, and responsibilities of the Board, please contact:

2021 Chair of the Nomination Committee:
Ray Doucette
902-742-7322 (to leave message)

Or email us at: sryan@coastalfinancial.ca (Your email will be forwarded)

Tusket                        West Pubnico                      Admin Office
59 Van Norden Road            9 Abbotts Harbour Road            2 Collins Street
Tusket NS                     West Pubnico NS                   Yarmouth NS
B0W 3M0                       B0W 2M0                           B5A 3C3
Phone: 902-648-2322           Phone: 902-762-2372               Phone: 902-742-7322

Wedgeport                     Yarmouth                          Barrington
2246 Highway 334              371 Main Street                   3640 Hwy 3
RR #1 Arcadia NS              PO Box 490                        PO Box 190, Unit 3
B0W 1B0                       Yarmouth NS B5A 4B4               Barrington Passage, NS B0W 1G0
Phone: 902-663-2525           Phone: 902-742-2123               902-635-4781

                             coastalfinancial.ca
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